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Board reviews updated bylaws; trustees agree to remove proposed CAO role
Summary
Legal counsel and trustees discussed a near‑final draft of updated corporate bylaws, clarified officer roles, recommended removing a proposed chief academic officer position, and directed legal counsel to finalize edits for ratification at the March meeting.
Trustee Tanya, who chaired the bylaws committee, and board counsel Sean reviewed a revised draft of the Lake Wales Charter Schools bylaws and the board moved to approve the document subject to legal counsel's final edits.
Counsel said the draft clarifies roles and cleans up language across articles, including Section 7 on resignations and removals. The most substantive discussion concerned the corporate officer list. Counsel proposed officers that include four board officers (chair, vice chair, secretary, treasurer) and three corporate officers who are staff (superintendent and chief financial officer, and — in a prior draft — a chief academic officer). Trustees expressed that the board had not reached consensus to add a chief academic officer position and asked that the CAO language be removed from the bylaws. Counsel agreed to remove references to the CAO and to make consistent edits throughout the draft.
The board discussed the treasurer role; counsel said the treasurer is intended as a board liaison who focuses on fiduciary oversight and works with the superintendent and CFO rather than performing technical finance functions. Trustees also discussed whether the CFO hiring/firing language should live in policy rather than in the bylaws, given bylaws' role as a stable corporate skeleton. Counsel recommended approval “subject to final review and edits by legal counsel” and trustees approved the updated bylaws with that caveat and directed counsel to return a final, ratifiable version at the next meeting in March.
Trustees were reminded that officers of the corporation can include staff (the superintendent and CFO) but the superintendent cannot be a voting member of the board. Counsel also noted minor cleanup edits (capitalization, naming consistency) and said the draft memorializes the superintendent's hiring and supervisory authorities and the board's fiduciary duties.
The board voted to approve the updated bylaws subject to counsel's final edits and will ratify the final text at the March meeting.
